FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

               For the quarterly period ended September 30, 2003
   --------------------------------------------------------------------------

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

For the transition period from _____________________ to _____________________


                             Commission file number
                                     0-21558
                     ---------------------------------------


                            CNL Income Fund XII, Ltd.
-----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Florida                                         59-3078856
---------------------------------              ------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)


450 South Orange Avenue
Orlando, Florida                                             32801
---------------------------------              -------------------------------
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number
(including area code)                                  (407) 540-2000
                                               -------------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No ____

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act):Yes___ No X


<PAGE>


                                    CONTENTS





Part I                                                                Page
                                                                      ----

   Item 1.    Financial Statements:

                  Condensed Balance Sheets                             1

                  Condensed Statements of Income                       2

                  Condensed Statements of Partners' Capital            3

                  Condensed Statements of Cash Flows                   4

                  Notes to Condensed Financial Statements              5-6

   Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                  7-9

   Item 3.    Quantitative and Qualitative Disclosures About
                  Market Risk                                          9

   Item 4.    Controls and Procedures                                  9

Part II

   Other Information                                                   10-11















<PAGE>

                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                           September 30,            December 31,
                                                                               2003                     2002
                                                                         ------------------      -------------------

 <c>
                             ASSETS

Real estate properties with operating leases, net                            $  22,695,483            $  22,250,974
Net investment in direct financing leases                                        7,001,862                7,958,519
Real estate held for sale                                                          615,982                  691,128
Investment in joint ventures                                                     4,376,065                4,434,559
Cash and cash equivalents                                                        1,313,291                1,263,592
Certificates of deposit                                                            549,605                  541,162
Receivables, less allowance for doubtful accounts
    of $119,322 and $49,248, respectively                                           10,671                      460
Accrued rental income, less allowance for doubtful accounts
    of $9,061 in 2003 and 2002                                                   2,626,087                2,617,516
Other assets                                                                        60,560                   69,794
                                                                         ------------------      -------------------

                                                                             $  39,249,606            $  39,827,704
                                                                         ==================      ===================

               LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses                                         $     18,134              $     7,127
Real estate taxes payable                                                           25,010                   18,488
Distributions payable                                                              956,252                1,068,752
Due to related parties                                                              25,944                   20,984
Rents paid in advance and deposits                                                 233,276                  224,979
                                                                         ------------------      -------------------
    Total liabilities                                                            1,258,616                1,340,330

Partners' capital                                                               37,990,990               38,487,374
                                                                         ------------------      -------------------

                                                                             $  39,249,606            $  39,827,704
                                                                         ==================      ===================

</TABLE>
           See accompanying notes to condensed financial statements.




<PAGE>


                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                            Quarter Ended                    Nine Months Ended
                                                            September 30,                      September 30,
                                                       2003             2002              2003             2002
                                                   -------------   ----------------   --------------  ----------------

 <c>
Revenues:
    Rental income from operating leases               $ 755,347        $   697,648      $ 2,204,303       $ 2,012,533
    Earned income from direct financing leases          204,360            228,319          614,529           688,731
    Contingent rental income                              2,612              7,575           18,634            21,789
    Interest and other income                             2,137              1,776           17,314            10,790
                                                   -------------   ----------------   --------------  ----------------
                                                        964,456            935,318        2,854,780         2,733,843
                                                   -------------   ----------------   --------------  ----------------

Expenses:
    General operating and administrative                 62,152             73,642          215,313           236,367
    Property related                                     16,604              7,376           19,997            25,394
    Management fees to related parties                   11,591              9,785           33,619            31,684
    State and other taxes                                     9                 --           43,004            49,763
    Depreciation and amortization                       120,817            108,211          359,142           313,190
                                                   -------------   ----------------   --------------  ----------------
                                                        211,173            199,014          671,075           656,398
                                                   -------------   ----------------   --------------  ----------------

Income Before Equity in Earnings of Joint
    Ventures                                            753,283            736,304        2,183,705         2,077,445

Equity in Earnings of Joint Ventures                     99,880            101,659          303,816           307,874
                                                   -------------   ----------------   --------------  ----------------

Income from Continuing Operations                       853,163            837,963        2,487,521         2,385,319
                                                   -------------   ----------------   --------------  ----------------

Discontinued Operations:
    Income (Loss) from discontinued
       operations                                       (84,636 )           24,197         (115,149 )         111,247
    Gain on disposal of discontinued operations              --            167,083               --           501,083
                                                   -------------   ----------------   --------------  ----------------
                                                        (84,636 )          191,280         (115,149 )         612,330
                                                   -------------   ----------------   --------------  ----------------

Net Income                                            $ 768,527       $  1,029,243      $ 2,372,372       $ 2,997,649
                                                   =============   ================   ==============  ================

Income (Loss) Per Limited Partner Unit
    Continuing operations                              $   0.19         $     0.19        $    0.55         $    0.53
    Discontinued operations                               (0.02 )             0.04            (0.02 )            0.14
                                                   -------------   ----------------   --------------  ----------------
                                                       $   0.17         $     0.23        $    0.53         $    0.67
                                                   =============   ================   ==============  ================

Weighted Average Number of Limited
    Partner Units Outstanding                         4,500,000          4,500,000        4,500,000         4,500,000
                                                   =============   ================   ==============  ================

</TABLE>
           See accompanying notes to condensed financial statements.



<PAGE>


                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL

<TABLE>
<CAPTION>

                                                      Nine Months Ended          Year Ended
                                                        September 30,           December 31,
                                                             2003                   2002
                                                     ---------------------    ------------------

 <c>
General partners:
    Beginning balance                                       $     259,109          $    259,109
    Net income                                                         --                    --
                                                     ---------------------    ------------------
                                                                  259,109               259,109
                                                     ---------------------    ------------------

Limited partners:
    Beginning balance                                          38,228,265            38,390,217
    Net income                                                  2,372,372             3,775,556
    Distributions ($0.64 and $0.88 per
       limited partner unit, respectively)                     (2,868,756 )          (3,937,508 )
                                                     ---------------------    ------------------
                                                               37,731,881            38,228,265
                                                     ---------------------    ------------------

Total partners' capital                                   $    37,990,990         $  38,487,374
                                                     =====================    ==================
</TABLE>
           See accompanying notes to condensed financial statements.


<PAGE>


                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                   Nine Months Ended
                                                                                     September 30,
                                                                               2003                 2002
                                                                          ----------------     ---------------

 <c>
Net Cash Provided by Operating Activities                                    $  3,030,955        $  2,798,713
                                                                          ----------------     ---------------

Cash Flows from Investing Activities:
    Additions to real estate properties                                                --          (2,004,511 )
    Proceeds from sale of assets                                                       --           1,871,865
                                                                          ----------------     ---------------
       Net cash used in investing activities                                           --            (132,646 )
                                                                          ----------------     ---------------

Cash Flows from Financing Activities:
    Distributions to limited partners                                          (2,981,256 )        (2,868,756 )
                                                                          ----------------     ---------------
       Net cash used in financing activities                                   (2,981,256 )        (2,868,756 )
                                                                          ----------------     ---------------

Net Increase (Decrease) in Cash and Cash Equivalents                               49,699            (202,689 )

Cash and Cash Equivalents at Beginning of Period                                1,263,592           1,281,855
                                                                          ----------------     ---------------

Cash and Cash Equivalents at End of Period                                   $  1,313,291        $  1,079,166
                                                                          ================     ===============

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          period                                                              $   956,252         $   956,252
                                                                          ================     ===============


</TABLE>
           See accompanying notes to condensed financial statements.




<PAGE>

                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2003 and 2002


1.       Basis of Presentation

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of the general partners, necessary for a fair
         statement of the results for the interim periods  presented.  Operating
         results for the quarter and nine months ended  September 30, 2003,  may
         not be  indicative  of the results  that may be  expected  for the year
         ending December 31, 2003. Amounts as of December 31, 2002,  included in
         the  financial  statements,  have been derived  from audited  financial
         statements as of that date.

         These unaudited financial statements should be read in conjunction with
         the financial statements and notes thereto included in Form 10-K of CNL
         Income Fund XII, Ltd. (the  "Partnership")  for the year ended December
         31, 2002.

         In January 2003,  the Financial  Accounting  Standards  Board  ("FASB")
         issued  FASB  Interpretation  No.  46  ("FIN  46"),  "Consolidation  of
         Variable  Interest  Entities"  to expand upon and  strengthen  existing
         accounting  guidance that  addresses  when a company should include the
         assets,  liabilities  and activities of another entity in its financial
         statements.  To improve financial  reporting by companies involved with
         variable    interest   entities   (more   commonly   referred   to   as
         special-purpose  entities  or  off-balance  sheet  structures),  FIN 46
         requires that a variable  interest  entity be consolidated by a company
         if that company is subject to a majority risk of loss from the variable
         interest  entity's  activities or entitled to receive a majority of the
         entity's residual returns or both. Prior to FIN 46, a company generally
         included another entity in its consolidated  financial  statements only
         if it controlled the entity through voting interests. The consolidation
         requirements of FIN 46 apply  immediately to variable interest entities
         created after  January 31, 2003,  and to older  entities,  in the first
         fiscal year or interim  period  ending after  December  15,  2003.  The
         general partners believe adoption of this standard may result in either
         consolidation   or   additional   disclosure    requirements   of   the
         Partnership's   unconsolidated  joint  ventures,  which  are  currently
         accounted for under the equity method.  However,  such consolidation is
         not  expected  to  significantly  impact the  Partnership's  results of
         operations.

         In May 2003,  the FASB issued FASB Statement No. 150,  "Accounting  for
         Certain Financial  Instruments with Characteristics of both Liabilities
         and Equity"  ("FAS  150").  FAS 150  establishes  standards  for how an
         issuer  classifies  and measures  certain  financial  instruments  with
         characteristics  of both  liabilities and equity.  FAS 150 will require
         issuers to classify  certain  financial  instruments as liabilities (or
         assets  in some  circumstances)  that  previously  were  classified  as
         equity.  One  requirement  of FAS 150 is that  minority  interests  for
         majority  owned finite lived  entities be classified as a liability and
         recorded at fair market value. FAS 150 initially applied immediately to
         all financial  instruments entered into or modified after May 31, 2003,
         and  otherwise  was  effective at the  beginning  of the first  interim
         period beginning after June 15, 2003.  Effective  October 29, 2003, the
         FASB  deferred  implementation  of FAS 150 as it  applies  to  minority
         interests  of  finite  lived   Partnerships.   The  deferral  of  these
         provisions  is expected to remain in effect while these  interests  are
         addressed  in either  Phase II of the  FASB's  Liabilities  and  Equity
         project  or  Phase  II of the  FASB's  Business  Combinations  project;
         therefore,   no  specific  timing  for  the   implementation  of  these
         provisions  has  been  stated.  The  implementation  of  the  currently
         effective   aspects   of  FAS  150  did  not  have  an  impact  on  the
         Partnership's results of operations.

2.       Reclassification

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2003 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.


<PAGE>


                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2003 and 2002


3.       Discontinued Operations

         During 2002, the  Partnership  identified and sold two properties  that
         were  classified  as  Discontinued   Operations  in  the   accompanying
         financial statements. In September 2003, the Partnership identified for
         sale its  property  in Tempe,  Arizona.  As a result,  the  Partnership
         reclassified  the asset  from real  estate  properties  with  operating
         leases  to real  estate  held for  sale.  The  reclassified  asset  was
         recorded at the lower of its carrying  amount or fair value,  less cost
         to sell. The Partnership  recorded a provision for write-down of assets
         of  approximately  $57,700  during the quarter  and nine  months  ended
         September 30, 2003 related to the Property.  The provision  represented
         the  difference  between the  carrying  value of the  property  and its
         estimated fair value.

         The  operating  results  of  the  discontinued   operations  for  these
         properties are as follows:
<TABLE>
<CAPTION>

                                                         Quarter Ended                Nine Months Ended
                                                         September 30,                  September 30,
                                                      2003           2002             2003           2002
                                                  -------------  -------------   ---------------  ------------

 <c>
              Rental revenues                         $     --     $   31,000        $      --      $ 138,610
              Expenses                                 (26,930 )       (6,903 )         (57,443 )     (27,363 )
              Provision for write-down of
                  assets                               (57,706 )           --           (57,706 )          --
                                                  -------------  -------------   ---------------  ------------
              Income (loss) from discontinued
                  operations                         $ (84,636 )   $   24,197        $ (115,149 )   $ 111,247
                                                  =============  =============   ===============  ============
</TABLE>





<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         CNL Income Fund XII,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that was organized on August 20, 1991, to acquire for cash,  either
directly or through joint venture and tenancy in common arrangements, both newly
constructed  and  existing  restaurants,   as  well  as  Properties  upon  which
restaurants  were  to  be  constructed  (the  "Properties"),  which  are  leased
primarily  to operators of national  and  regional  fast-food  and  family-style
restaurant chains. The leases are generally  triple-net leases, with the lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.  As of  September  30,  2003  and  2002,  the  Partnership  owned  41
Properties directly and owned seven Properties  indirectly through joint venture
or tenancy in common arrangements.

Capital Resources

         For the nine  months  ended  September  30,  2003 and  2002,  cash from
operating activities was $3,030,955 and $2,798,713,  respectively.  At September
30, 2003,  the  Partnership  had  $1,313,291  in cash and cash  equivalents,  as
compared to $1,263,592 at December 31, 2002. At September 30, 2003,  these funds
were held in demand deposit accounts at commercial banks. The funds remaining at
September 30, 2003 will be used to pay  distributions  and other  liabilities of
the Partnership.

Short-Term Liquidity

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them  under  triple-net  leases to  operators  who meet  specified
financial standards minimizes the Partnership's  operating expenses. The general
partners  believe that the leases will  continue to generate cash flow in excess
of operating expenses.

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The general  partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners determine that funds are available for distribution.  Based
on current and future anticipated cash from operations the Partnership  declared
distributions  to the limited partners of $2,868,756 for each of the nine months
ended September 30, 2003 and 2002 ($956,252 for each  applicable  quarter.) This
represents  distributions  for each of the nine  months of $0.64 per unit ($0.21
per unit for each applicable quarter). No distributions were made to the general
partners for the quarters and nine months ended  September 30, 2003 and 2002. No
amounts  distributed to the limited partners for the nine months ended September
30, 2003 and 2002 are required to be or have been treated by the  Partnership as
a return of capital for purposes of calculating the limited  partners' return on
their adjusted  capital  contributions.  The Partnership  intends to continue to
make distributions of cash available for distribution to the limited partners on
a quarterly basis.

         Total liabilities,  including distributions payable, were $1,258,616 at
September 30, 2003, as compared to $1,340,330 at December 31, 2002. The decrease
in liabilities was primarily the result of the payment of a special distribution
to the limited  partners  during the nine months ended  September 30, 2003, that
was  accrued  at  December  31,  2002.  The  special  distribution  of  $112,500
represented  cumulative excess operating reserves.  The general partners believe
that the  Partnership  has sufficient  cash on hand to meet its current  working
capital needs.

Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.



<PAGE>


Results of Operations

         Total  rental  revenues  were  $2,818,832  during the nine months ended
September 30, 2003,  as compared to  $2,701,264  during the same period of 2002,
$959,707 and $925,967 of which were earned  during the third quarter of 2003 and
2002, respectively. Rental revenues increased during the quarter and nine months
ended  September  30, 2003  because the  Partnership  acquired a Property in San
Antonio, Texas in June 2002 and a Property in Clive, Iowa in September 2002.

         The Partnership also earned $303,816  attributable to net income earned
by joint ventures  during the nine months ended  September 30, 2003, as compared
to $307,874  during the same period of 2002,  $99,880 and $101,659 of which were
earned during the quarters ended September 30, 2003 and 2002, respectively.  Net
income  earned by joint  ventures  during the  quarters  and nine  months  ended
September 30, 2003, as compared to the same periods of 2002,  remained  constant
as there was no  change  in the  leased  Property  portfolio  owned by the joint
ventures and tenancies in common.

         Operating expenses,  including  depreciation and amortization  expense,
were  $671,075  during the nine months ended  September 30, 2003, as compared to
$656,398  during the same period of 2002,  $211,173  and  $199,014 of which were
incurred  during the quarters ended  September 30, 2003 and 2002,  respectively.
The  increase in  operating  expenses  during the quarter and nine months  ended
September 30, 2003 was  primarily  attributable  to an increase in  depreciation
expense as a result of the  acquisition of the Properties in San Antonio,  Texas
and Clive,  Iowa, as described above. The increase in operating  expenses during
2003 was partially offset by a decrease in the costs incurred for administrative
expenses for servicing the Partnership and its Properties.

         During the year ended December 31, 2002, the Partnership identified and
sold two  Properties  that were  classified  as  Discontinued  Operations in the
accompanying   financial  statements.   In  addition,  in  September  2003,  the
Partnership  identified for sale its Property in Tempe, Arizona. The Partnership
recognized net rental income (rental revenues less property related expenses and
provision for write-down of assets) related to these three Properties of $24,197
and  $111,247  during the quarter  and nine months  ended  September  30,  2002,
respectively.  In April 2002,  the  Partnership  sold its Property in Arlington,
Texas resulting in a gain on disposal of discontinued operations of $334,000. In
August 2002, the Partnership sold its Property in Valdosta, Georgia resulting in
a gain on disposal of discontinued  operations of  approximately  $167,100.  The
Partnership  recognized  a net rental  loss  related to its  Property  in Tempe,
Arizona  of $84,636  and  $115,149  during the  quarter  and nine  months  ended
September  30,  2003,  respectively.  As a result  of  identifying  for sale its
Property in Tempe,  Arizona,  the Partnership  reclassified  the asset from real
estate  properties  with  operating  leases to real  estate  held for sale.  The
reclassified  asset was  recorded  at the lower of its  carrying  amount or fair
value,  less cost to sell. This resulted in recording a provision for write-down
of assets of  approximately  $57,700  during the quarter  and nine months  ended
September 30, 2003. As of November 12, 2003 the sale had not occurred.

         In January 2003,  the Financial  Accounting  Standards  Board  ("FASB")
issued  FASB  Interpretation  No.  46 ("FIN  46"),  "Consolidation  of  Variable
Interest Entities" to expand upon and strengthen  existing  accounting  guidance
that  addresses  when a company  should  include  the  assets,  liabilities  and
activities of another entity in its financial  statements.  To improve financial
reporting by companies  involved with variable  interest entities (more commonly
referred to as special-purpose entities or off-balance sheet structures), FIN 46
requires that a variable  interest  entity be  consolidated by a company if that
company  is  subject  to a  majority  risk of loss  from the  variable  interest
entity's  activities or entitled to receive a majority of the entity's  residual
returns or both. Prior to FIN 46, a company generally included another entity in
its consolidated  financial  statements only if it controlled the entity through
voting interests. The consolidation  requirements of FIN 46 apply immediately to
variable  interest  entities  created  after  January  31,  2003,  and to  older
entities,  in the first fiscal year or interim  period ending after December 15,
2003.  The general  partners  believe  adoption of this  standard  may result in
either consolidation or additional disclosure  requirements of the Partnership's
unconsolidated  joint  ventures,  which are  currently  accounted  for under the
equity method.  However,  such  consolidation  is not expected to  significantly
impact the Partnership's results of operations.

         In May 2003,  the FASB issued FASB Statement No. 150,  "Accounting  for
Certain  Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity" ("FAS 150"). FAS 150 establishes  standards for how an issuer classifies
and  measures  certain  financial   instruments  with  characteristics  of  both
liabilities  and  equity.  FAS 150 will  require  issuers  to  classify  certain
financial  instruments as  liabilities  (or assets in some  circumstances)  that
previously  were  classified  as  equity.  One  requirement  of FAS  150 is that
minority  interests for majority  owned finite lived entities be classified as a
liability  and  recorded  at  fair  market  value.  FAS  150  initially  applied
immediately to all financial  instruments entered into or modified after May 31,
2003,  and otherwise was effective at the beginning of the first interim  period
beginning  after June 15, 2003.  Effective  October 29, 2003,  the FASB deferred
implementation  of FAS 150 as it applies to minority  interests  of finite lived
Partnerships.  The deferral of these  provisions is expected to remain in effect
while these interests are addressed in either Phase II of the FASB's Liabilities
and  Equity  project or Phase II of the FASB's  Business  Combinations  project;
therefore,  no specific timing for the  implementation  of these  provisions has
been stated.  The  implementation of the currently  effective aspects of FAS 150
did not have an impact on the Partnership's results of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Inapplicable.


ITEM 4.  CONTROLS AND PROCEDURES

         The  general  partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  as of the end of the period
covered  by this  Quarterly  Report on Form 10-Q and have  determined  that such
disclosure controls and procedures are effective.

         There was no change in internal  control over financial  reporting that
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.


<PAGE>


                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings.   Inapplicable.
         ------------------

Item 2.  Changes in Securities.   Inapplicable.
         ----------------------

Item 3.  Default upon Senior Securities.   Inapplicable.
         -------------------------------

Item 4.  Submission of Matters to a Vote of Security Holders.   Inapplicable.
         ----------------------------------------------------

Item 5.  Other Information.   Inapplicable.
         ------------------

Item 6.  Exhibits and Reports on Form 8-K.

         (a)  Exhibits

               3.1      Affidavit and Certificate of Limited  Partnership of CNL
                        Income  Fund  XII,  Ltd.  (Included  as  Exhibit  3.2 to
                        Registration  Statement No. 33-43278-01 on Form S-11 and
                        incorporated herein by reference.)

               4.1      Affidavit and Certificate of Limited  Partnership of CNL
                        Income  Fund  XII,  Ltd.  (Included  as  Exhibit  3.2 to
                        Registration  Statement No. 33-43278-01 on Form S-11 and
                        incorporated herein by reference.)

               4.2      Amended and Restated Agreement of Limited Partnership of
                        CNL Income Fund XII,  Ltd.  (Included  as Exhibit 4.2 to
                        Form  10-K  filed  with  the   Securities  and  Exchange
                        Commission on April 15, 1993, and incorporated herein by
                        reference.)

               10.1     Management  Agreement  between CNL Income Fund XII, Ltd.
                        and CNL Investment  Company (Included as Exhibit 10.1 to
                        Form  10-K  filed  with  the   Securities  and  Exchange
                        Commission on April 15, 1993, and incorporated herein by
                        reference.)

               10.2     Assignment of Management  Agreement  from CNL Investment
                        Company to CNL Income Fund Advisors,  Inc.  (Included as
                        Exhibit 10.2 to Form 10-K filed with the  Securities and
                        Exchange  Commission on March 31, 1995, and incorporated
                        herein by reference.)

               10.3     Assignment of Management  Agreement from CNL Income Fund
                        Advisors,  Inc. to CNL Fund Advisors,  Inc. (Included as
                        Exhibit 10.3 to Form 10-K filed with the  Securities and
                        Exchange  Commission on April 1, 1996, and  incorporated
                        herein by reference.)

               10.4     Assignment  of Management  Agreement  from CNL Advisors,
                        Inc. to CNL APF Partners,  LP. (Included as Exhibit 10.4
                        to Form 10-Q  filed  with the  Securities  and  Exchange
                        Commission on August 13, 2001, and  incorporated  herein
                        by reference.)

               10.5     Assignment   of  Management   Agreement   from  CNL  APF
                        Partners, LP to CNL Restaurants XVIII, Inc. (Included as
                        Exhibit 10.5 to Form 10-Q filed with the  Securities and
                        Exchange Commission on August 13, 2002, and incorporated
                        herein by reference.)


<PAGE>



               31.1     Certification  of Chief  Executive  Officer of Corporate
                        General  Partner  Pursuant  to Rule  13a-14  as  Adopted
                        Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
                        2002. (Filed herewith.)

               31.2     Certification  of Chief  Financial  Officer of Corporate
                        General  Partner  Pursuant  to Rule  13a-14  as  Adopted
                        Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
                        2002. (Filed herewith.)

               32.1     Certification  of Chief  Executive  Officer of Corporate
                        General  Partner  Pursuant to 18 U.S.C.  Section 1350 as
                        Adopted  Pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002. (Filed herewith.)

               32.2     Certification  of Chief  Financial  Officer of Corporate
                        General  Partner  Pursuant to 18 U.S.C.  Section 1350 as
                        Adopted  Pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002. (Filed herewith.)

         (b)  Reports on Form 8-K

              No  reports  on Form 8-K  were  filed  during  the  quarter  ended
              September 30, 2003.



<PAGE>



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

         DATED this 12th day of November, 2003.


                                       CNL INCOME FUND XII, LTD.

                                       By:  CNL REALTY CORPORATION
                                            General Partner


                                            By:/s/ James M. Seneff, Jr.
                                               --------------------------
                                               JAMES M. SENEFF, JR.
                                               Chief Executive Officer
                                               (Principal Executive Officer)


                                            By:/s/ Robert A. Bourne
                                               --------------------------
                                               ROBERT A. BOURNE
                                               President and Treasurer
                                               (Principal Financial and
                                               Accounting Officer)



<PAGE>



                                  EXHIBIT INDEX


Exhibit Number

        (c)   Exhibits

                3.1      Affidavit and Certificate of Limited Partnership of CNL
                         Income  Fund XII,  Ltd.  (Included  as  Exhibit  3.2 to
                         Registration Statement No. 33-43278-01 on Form S-11 and
                         incorporated herein by reference.)

                4.1      Affidavit and Certificate of Limited Partnership of CNL
                         Income  Fund XII,  Ltd.  (Included  as  Exhibit  3.2 to
                         Registration Statement No. 33-43278-01 on Form S-11 and
                         incorporated herein by reference.)

                4.2      Amended and Restated  Agreement of Limited  Partnership
                         of CNL Income Fund XII,  Ltd.  (Included as Exhibit 4.2
                         to Form 10-K filed  with the  Securities  and  Exchange
                         Commission on April 15, 1993, and  incorporated  herein
                         by reference.)

                10.1     Management  Agreement between CNL Income Fund XII, Ltd.
                         and CNL Investment Company (Included as Exhibit 10.1 to
                         Form  10-K  filed  with  the  Securities  and  Exchange
                         Commission on April 15, 1993, and  incorporated  herein
                         by reference.)

                10.2     Assignment of Management  Agreement from CNL Investment
                         Company to CNL Income Fund Advisors,  Inc. (Included as
                         Exhibit 10.2 to Form 10-K filed with the Securities and
                         Exchange Commission on March 31, 1995, and incorporated
                         herein by reference.)

                10.3     Assignment of Management Agreement from CNL Income Fund
                         Advisors,  Inc. to CNL Fund Advisors, Inc. (Included as
                         Exhibit 10.3 to Form 10-K filed with the Securities and
                         Exchange  Commission on April 1, 1996, and incorporated
                         herein by reference.)

                10.4     Assignment of Management  Agreement  from CNL Advisors,
                         Inc. to CNL APF Partners, LP. (Included as Exhibit 10.4
                         to Form 10-Q filed  with the  Securities  and  Exchange
                         Commission on August 13, 2001, and incorporated  herein
                         by reference.)

                10.5     Assignment  of  Management   Agreement   from  CNL  APF
                         Partners,  LP to CNL Restaurants  XVIII, Inc. (Included
                         as Exhibit 10.5 to Form 10-Q filed with the  Securities
                         and  Exchange   Commission  on  August  13,  2002,  and
                         incorporated herein by reference.)

                31.1     Certification  of Chief Executive  Officer of Corporate
                         General  Partner  Pursuant  to Rule  13a-14 as  Adopted
                         Pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
                         2002. (Filed herewith.)

                31.2     Certification  of Chief Financial  Officer of Corporate
                         General  Partner  Pursuant  to Rule  13a-14 as  Adopted
                         Pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
                         2002. (Filed herewith.)

                32.1     Certification  of Chief Executive  Officer of Corporate
                         General Partner  Pursuant to 18 U.S.C.  Section 1350 as
                         Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley
                         Act of 2002. (Filed herewith.)

                32.2     Certification  of Chief Financial  Officer of Corporate
                         General Partner  Pursuant to 18 U.S.C.  Section 1350 as
                         Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley
                         Act of 2002. (Filed herewith.)


<PAGE>



                                  EXHIBIT 31.1

<PAGE>
                                  EXHIBIT 31.2

<PAGE>

                                  EXHIBIT 32.1


<PAGE>
                                  EXHIBIT 32.2